Twenty20 Investments Announces Signing of Definitive Agreement with Legible Media Inc.
January 19, 2021 – TheNewswire - Calgary, Alberta - Twenty20 Investments Inc. (“Twenty20” or the “Company”) is pleased to announce that it has entered into an amalgamation agreement dated effective January 18, 2021 (the “Amalgamation Agreement”) with Legible Media Inc. (“Legible”) and 1284830 B.C. Ltd. (“Subco”; a recently incorporated wholly-owned subsidiary of the Company) pursuant to which (i) Subco and Legible will amalgamate, (ii) in exchange for their shares of Legible, the shareholders of Legible will receive an equivalent number of shares of Twenty20; (iii) the warrant holders of Legible will receive like warrants in Twenty20; and (iv) Legible will become a wholly owned subsidiary of the Company (the “Transaction”). On closing, it is estimated the former shareholders of Legible will own approximately 91% of the shares of the Company, on a non-diluted basis. The Amalgamation Agreement is subject to a number of conditions precedent, including that the shares of the Company will be listed and posted for trading on the facilities of the Canadian Securities Exchange (“CSE”).
On closing of the Transaction, the current board of directors of the Company will be reconstituted such that two of the current members of the board of directors will remain, being Gene Kindrachuk and Ryan Hoult, and certain nominees of Legible will be appointed to the board of directors, consisting of Kaleeg Hainsworth, Helina Patience, Mark Holden and David van Seters. Mr. Hainsworth will become the Chief Executive Officer of the Company, and Ms. Patience will act as Chief Financial Officer and Corporate Secretary. Ms. Shelley Germann, currently the Chief Executive Officer of the Company, will resign as an officer of the Company and member of the Board of Directors upon consummation of the Transaction. Biographies of the incoming members of the Board of Directors are as set forth below.
Co-Founder, Director & CEO of Legible Media Inc.
Mr. Kaleeg Hainsworth, has three decades of technology, publishing, and leadership experience and holds a BA Honours from UBC and holds a Masters degree (summa cum laude) from SVS. Mr. Hainsworth is the founder and former CEO of Bright Wing Media (a world leader in digital publishing and film), and an advisor to the publishing group of the W3C, which is the organization that oversees the World Wide Web. Mr. Hainsworth is a filmmaker and documentarist, literary editor, author, speaker, ecologist, a lecturer in multiple arenas, and is fluent in five code bases and three languages. Mr. Hainsworth has decades of experience working with publishers, authors and publishing organizations at the intersection of business and technology.
Chief Financial Officer, Corporate Secretary & Director
Helina studied at the University of British Columbia and has over a decade of experience in Finance & HR within multinational companies, across many industries, including being the CEO of Entreflow Consulting Group. Helina is a QuickBooks Elite Level ProAdvisor and a Silver level Xero Advisor, and holds vast global experience after living and working in Australia, India, the UK and Ireland.
Co-Founder & Director
Mark studied at the Southern Alberta Institute of Technology and is a successful entrepreneur, musician, and international recording artist, who has founded and operated several companies in a diverse career spanning four decades. Presently Mark is the Co-Founder and Director of Legible Media Inc., CEO of Majik Bus Entertainment Inc., content development partners with the Canadian Broadcasting Corporation, the President and CEO of Mark Holden Fashion Inc., and Founder and Chairman of The Just Imagine Foundation.
David van Seters
Mr. van Seters holds a B.Sc from McGill University and an MBA from the University of Alberta, and has over 25 years’ experience using business tools to make the business case for adopting higher standards of social and environmental performance in organizations and for local governments. David is Founder and CEO of a number of green businesses, including the organic food delivery service SPUD.com, which is now one of the largest grocery delivery firms in Canada. He also provides business coaching to about two dozen sustainable business entrepreneurs, specializing in sustainable business strategies.
Chief Technology Officer
Mr. Corona is a senior software developer specializing in immersive and inclusive digital reading experience. Juan is one of the world's leading reading system specialists and graduated from Kwantlen Polytechnic University.
Co-Founder, Chief Publishing & Operations Officer
Ms. Doll attended Columbia College Chicago and Wright State University and is the Chief Publishing and Operations Officer at Legible Media and as such oversees all aspects of the Publishing and Operations teams. Previously, Angela joined the team at Bright Wing Books in Vancouver, B.C. as Project Manager in 2017, and then partnered with its founder, Kaleeg Hainsworth to expand the mission of the company by forming Bright Wing Media in 2018. Ms. Doll is an author, poet and essayist, with two decades of operational and publishing experience.
Head of Content & Strategy
A graduate of La Trobe University, Malcolm is a skilled in Management, and Business Development both local and internationally, and together with Cameron Drew, they bring over 50+ years of experience in the book publishing industry, 20+ of those years most recently spent with digital content start- ups and media based platforms.
Head of Content & Strategy
Cameron graduated from McGill University and The Australian National University and is experienced in online retail & digital media platforms, design & digital production technologies, and strategy and is the Co-Founder & CSO of MN.CD, a consultancy with long-time collaborator and colleague Malcolm Neil.
Legible.com, the business and domain name of a digital reading and publishing platform, is launching globally in Q1 2021, making frictionless access to millions of books possible for billions of people. Legible is a browser-based, mobile-first book platform providing users with a beautiful reading experience and its publishers and distributors with multiple revenue streams, including a share of monthly subscription fees, rental, purchase, or partner-supported (ads in books), access to data, and a global market. Legible is a values-driven brand bringing accessibility, beauty, integrity, and literacy to the world by allowing access to millions of titles to anyone, anywhere, with any browser, on any device. Legible’s expert team; from development, to publishing, to finance, includes a number of the book industry’s most-senior experts, with strong connections to the international community of the world’s largest publishers and book distributors. Legible is poised to deliver a carrier change in the publishing industry, and is positioned to become a household brand allowing each of us to create libraries, listen to a vast selection of audiobooks and access millions of eBooks including the newest releases. Powered by Legible’s world-first librarian AI, Legible offers a beautiful, accessible and social reading experience through a technology powered by the vision of its global team. Legible is expected to provide global access to books of all kinds.
Concurrently with the completion of the Transaction, the Company is expecting to change its name to “Legible Inc.” or such other name as the directors may determine in their discretion. The Company will also be continuing into the jurisdiction of British Columbia from Alberta and changing its auditors to be the current auditors of Legible. Lastly, the Company will be adopting a new stock option plan that conforms with CSE policies. Further information regarding same will follow in subsequent news releases.
The completion of the Transaction is subject to a number of conditions precedent including, but not limited to: (i) the approval of the Transaction by the CSE including the listing of the Company shares on the facilities of such exchange; (ii) the approval of the Transaction by the shareholders of both Twenty20 and Legible; (iii) absence of any material change or change in a material fact which might reasonably be expected to have a material adverse effect on the financial or operation conditions or the assets of either of the Company or Legible; (iv) completion of satisfactory due diligence by each party on the other; and (v) certain other conditions customary in a transaction of this nature.
Additional information about the Company can be viewed on SEDAR, the Canadian disclosure filings website at www.sedar.com.
For further information regarding the above, contact the Company using the information set forth below.
Twenty20 Investments Inc.
Shelley Germann, President & CEO
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the terms and conditions of the proposed Transaction; the Company’s objectives, goals or future plans; the receipt of the requisite approvals with respect to the Transaction and the business and operations of the Company following the completion of the Transaction. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board or regulatory approvals; those additional risks set out in the Company’s public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company and Legible disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Completion of the Transaction is subject to a number of conditions, including but not limited to CSE acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.
The CSE has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
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